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THE HORN & HARDART COMPANY ANNOUNCES CLOSING OF RIGHTS OFFERING AND EXCHANGE OFFERS; ANNUAL MEETING OF SHAREHOLDERS HELD ON SEPT. 23, 1992

 THE HORN & HARDART COMPANY ANNOUNCES CLOSING OF RIGHTS OFFERING AND EXCHANGE OFFERS; ANNUAL MEETING OF SHAREHOLDERS HELD ON SEPT. 23, 1992
 WEEHAWKEN, N.J., Sept. 23 /PRNewswire/ -- The Horn & Hardart Company (AMEX: HOR) announced today the approval by its shareholders and the closing of several transactions including the company's previously announced rights offering to shareholders of record on July 28, 1992, exchange offers to the holders of the company's 14 percent senior subordinated debentures due Aug. 1, 1997 and the company's 7-1/2 percent convertible subordinated debentures due March 1, 2007 and the sale of preferred stock of a subsidiary and the company's Class B common stock to North American Resources Limited, a private investment company and principal stockholder of the company. As a result of these transactions, the company realized $50,000,000 before the payment of fees and expenses.
 "The actions approved overwhelmingly today by our shareholders complete the restructuring of Horn & Hardart's balance sheet that we began almost two ago," said Jack E. Rosenfeld, president and CEO. "The result is a company that has dramatically lowered total debt and increased equity. Horn & Hardart is now completely removed from the restaurant business and firmly positioned in the specialty direct marketing business through our only operating subsidiary, Hanover Direct."
 Approximately 7,637,000 shares were subscribed for by the company's shareholders in the rights offering for an aggregate of approximately $11,455,000. North American Resources Limited or its designees purchased all the shares of the company's common stock not subscribed for in the rights offering at the rights offering price or approximately 6,760,000 shares for an aggregate of approximately $9,735,000. The net proceeds of the offering were used by the company to reduce outstanding indebtedness and to fund the cash portion of the exchange offer to the holders of the 14 percent senior subordinated debentures. After completion of the transactions, North American Resources owns approximately 57 percent of the company's voting securities.
 The company also announced that of the $24,250,000 aggregate principal amount of 14 percent debentures outstanding, $23,425,000 were tended in the exchange offer by the holders of the 14 percent debentures. As previously announced, the company entered into an agreement with institutional holders of approximately 75 percent of the 14 percent debentures under which agreement the holders have tendered their 14 percent debentures in the exchange offer. Accordingly, the company paid $4,850,000 to the tendering bondholders and issued 914,375 shares of its common stock and approximately 118,00 shares of its subsidiary's 7.5 percent cumulative convertible preferred stock to the non-institutional tendering bondholders. The company also issued 401,250 shares of such preferred stock and will issues between 3,185,000 shares and 4,247,000 shares of its common stock to the institutional tendering bondholders.
 The company also announced the tender by holders of $540,000 principal amount of its outstanding 7-1/2 percent debentures. Accordingly, the company issued to such tendering bondholders 40,500 shares of its common stock and 13,500 shares of its subsidiary's 7.5 percent cumulative convertible preferred stock. After giving effect to the exchange offer, the company has outstanding $12,111,000 aggregate principal of the 7-1/2 percent debentures.
 The company also announce that at its annual meeting of shareholders held on Wednesday, Sept. 23, 1992, the shareholders, among other things, elected Jack E. Rosenfeld, Theodore H. Kruttschnitt, Jeffrey Laikind and Ralph Destino as Class III directors of the company.
 Hanover Direct, Inc., the company's only operating subsidiary, is one of the largest specialty retail direct marketers in the U.S. It publishes catalogs in men's and women's fashion, general merchandise and home furnishings.
 -0- 9/23/92
 /CONTACT: Michael P. Sherman, executive vice president, 201-319-3403, or Wayne P. Garten, executive vice president, 201-319-3452, both of Horn & Hardart; or Gregory William Miller of Robinson, Lake, Lerer & Montgomery Inc., 212-484-7404, for Horn & Hardart/
 (HOR) CO: Horn & Hardart Company ST: New Jersey IN: REA SU: OFR


TM-SM -- NY089 -- 2880 09/23/92 18:57 EDT
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Date:Sep 23, 1992
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